These documents are partial translations of the Japanese originals for reference purposes only.
In the event of any discrepancy between these translated documents and the Japanese originals, theoriginals shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or
any other forms of damages arising from the translations.

(Securities Code: 8714)
June 1, 2021
To Shareholders with Voting Rights:
Atsushi Ukawa
Representative Director, President
and CEO
Senshu Ikeda Holdings, Inc.
18-14, Chayamachi, Kita-ku,
Osaka, JapanNOTICE OF CONVOCATION OF
THE 12TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
You are cordially notified of the 12th Annual General Meeting of Shareholders of Senshu Ikeda Holdings,
Inc. (the “Company”). The meeting will be held for the purposes described below.
If you do not attend the meeting, you may still exercise your voting rights in writing or electronically (onthe Internet). Please review the Reference Documents for the General Meeting of Shareholders describedhereinafter, then follow the methods described on pages 3 to 6 to exercise your voting rights by 5:40 p.m., on
Tuesday, June 22, 2021, Japan time.
The Annual General Meeting of Shareholders will be broadcast live via the Internet.
For details, please refer to page 7.
Viewing the live webcast over the Internet is not deemed attendance of the General Meeting of
Shareholders under the Companies Act. Accordingly, if you participate in the meeting via the Internet, youwill not be able to ask questions, exercise your voting rights, or propose a motion, which is permitted to theshareholders attending the General Meetings of Shareholders. Please exercise your voting rights by mailingthe Voting Rights Exercise Form or via the Internet as shown in the separate guide in consideration of theexercise deadline.
1. Date and Time:

Wednesday, June 23, 2021, at 10:00 a.m. Japan time

2. Place:

B2F, HERBIS Hall, HERBIS OSAKA, 2-5-25, Umeda, Kita-ku, Osaka, Japan
Please note that the meeting venue is different from the previous ones.
Depending on the status of the spread of the novel coronavirus infection, we
might have to change the venue and/or the start time. In that case, the detail ofthe changes will be posted on the Company’s website(https://www.senshuikeda-hd.co.jp/). Please check the website.

3. Meeting Agenda:
Matters to be reported: 1. The Business Report and Consolidated Financial Statements for theCompany’s 12th Fiscal Year (from April 1, 2020, to March 31, 2021) andresults of audits of the Consolidated Financial Statements by the Accounting
Auditor and the Audit & Supervisory Board
2. Non-consolidated Financial Statements for the Company’s 12th Fiscal Year(from April 1, 2020, to March 31, 2021)
1

Proposals to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Nine (9) Directors
Proposal No. 3: Election of Three (3) Audit & Supervisory Board Members
Proposal No. 4: Election of One (1) Substitute Audit & Supervisory Board Member
Proposal No. 5: Revision to Remuneration for Directors and Determination of Details of Stock
Subscription Rights as Stock Options
End

2

Guide to the Exercise of Voting Rights
Exercise of Voting Rights
in Writing

Exercise of Voting Rights
via the Internet, etc.

Exercise of Voting Rights
by Attending the Meeting

You are kindly requested to markand return the enclosed Voting
Rights Exercise Form with yourvote of approval or disapproval ofeach proposal via mail by no later
than the deadline below.

You are kindly requested toaccess the Exercise of Voting
Rights Website(https://evote.tr.mufg.jp/) andfollow the on-screen instructions
to indicate your approval ordisapproval of each proposal.

When attending the meeting,please submit the enclosed Voting
Rights Exercise Form at thereception desk. Please also bringthis Notice of Convocation withyou.

Deadline for exercise:
Arrival until 5:40 p.m.
Tuesday, June 22, 2021

Deadline for exercise:
Until 5:40 p.m.
Tuesday, June 22, 2021

Date and time of the meeting:
10:00 a.m.
Wednesday, June 23, 2021

◎ Of the documents needed to be attached to this notice of convocation, the following matters are, in
accordance with laws and regulations as well as Article 23 of the Articles of Incorporation of the Company,
posted on the Company’s website (https://www.senshuikeda-hd.co.jp/) and are therefore not included inthis document.
1. Business Report(1) Matters concerning stock subscription rights, etc. of the Company(2) Basic policy regarding the party who controls decisions on the Company's financial and business
policies(3) Structure to ensure the adequacy of business operation and its management status(4) Matters concerning specified wholly owned subsidiaries(5) Matters concerning transactions with the parent, etc.
(6) Other
2. Financial Statements, etc.
(1) Notes to the Non-consolidated Financial Statements(2) Non-consolidated Statements of Changes in Net Assets(3) Notes to the Consolidated Financial Statements(4) Consolidated Statements of Changes in Net Assets
The Attached Documents are part of the Non-consolidated Financial Statements and the Consolidated
Financial Statements, which have been audited by the Accounting Auditor in preparing the Accounting
Audit Report, and part of the Business Report, the Non-consolidated Financial Statements and theConsolidated Financial Statements, which have been audited by the Audit & Supervisory Board Members
in preparing the Audit Report.
◎ In the event that any revisions to the Business Report, the Consolidated Financial Statements, the Nonconsolidated Financial Statements and/or the Reference Documents for the General Meeting of
Shareholders are required, revised items will be posted on the Company’s website presented above.

3

Cautionary Statement:

To protect against illegal access by persons other than qualified shareholders (“spoofing”) and themanipulation of voting details, please be aware that shareholders using the Exercise of Voting Rights
Website will be asked to change their temporary password on the website.

Every time a General Meeting of Shareholders is convoked, a new log-in ID and a temporary password
will be provided.



If you have exercised your voting rights both by mail and via the Internet, those exercised via the Internet
will be taken as valid.



If you have exercised your voting rights multiple times via the Internet, the final vote will be taken as
valid. If you have exercised your voting rights both on the website for computers and smartphones and on
the website for mobile phones, the final vote cast will be taken as valid.



The costs incurred when accessing the Exercise of Voting Rights Website, including Internet access fees
and telephone rates, will be the responsibility of the shareholder. Similarly, fees required to use mobile
phones, such as packet transmission fees, will also be the responsibility of the shareholder.

4

Procedures for the Exercise of Voting Rights via the Internet
When exercising your voting rights via the Internet, please access the Exercise of Voting Rights Website
designated by the Company (https://evote.tr.mufg.jp/) from your smartphone or computer, etc., and follow theon-screen instructions to exercise your voting rights.
Deadline for the Exercise of Voting Rights

Until 5:40 p.m., Tuesday, June 22, 2021
*Please note that the voting service becomes unavailable
daily from 2:00 a.m. to 5:00 a.m.

Method by scanning the QR CodeUsing a smartphone
You can log in by scanning the “Login QR Code” without entering the “Login ID” and the “Temporary
Password.”*You can exercise your voting rights by the following method only once.
1) Scan the QR Code

2) Choose the method to exercise
your voting rights

3) Choose “Approve” or“Disapprove” for each proposal

Please scan the “Login QR Code”
provided on the stub of theenclosed Voting Rights Exercise
Form (the right side) with yoursmartphone.

Please choose the method to
exercise your voting rights on thescreen for choosing the method toapprove or disapprove theproposals.

Please follow the on-screen
instructions to choose “Approve”
or “Disapprove” for each
proposal.
Follow the on-screen instructions
and you will complete yourexercise.

QR Code is a registered trademark of
DENSO WAVE INCORPORATED.

To institutional investors:
If you have applied in advance to use the “Electronic Voting
Platform,” which is operated by ICJ Inc., you can exercise yourvoting rights on the Platform.

5

After the first login, please log infollowing the instructions provided
on the next page.

Method by entering the Login ID and the Temporary Password
On the Exercise of Voting Rights Website (https://evote.tr.mufg.jp/),please use the “Login ID” and the “Temporary Password” provided
on the Voting Rights Exercise Form and follow the on-screen
instructions to enter your approval or disapproval.
1) Access the Exercise of Voting
Rights Website
The Website address:
https://evote.tr.mufg.jp/

Cautionary Statement:- To protect against illegal access by persons
other than qualified shareholders (“spoofing”)
and the manipulation of voting details, please beaware that shareholders using the Exercise of
Voting Rights Website will be asked to change
their temporary password on the website.

Caution:The exercise of voting rights on theWebsite might be disabled by your Internet
environments, including the use of afirewall when accessing the Internet, theuse of antivirus software, the use of aproxy server and/or when TLS encrypted
communication is not enabled.

- Every time a General Meeting of Shareholders
is convoked, a new log-in ID and a temporary
password will be provided.
- If you have exercised your voting rights bothby mail and via the Internet, those exercised via
the Internet will be taken as valid.
- If you have exercised your voting rights
multiple times via the Internet, the final vote

(1) Please click on 次の画面へ(To the next page)

will be taken as valid. If you have exercised
your voting rights both on the website forcomputers and smartphones and on the website
for mobile phones, the final vote cast will be2) Log in

3) Change the password

Afterwards, please follow the onscreen instructions to enter yourapproval or disapproval.

(2) Please enter the “Login ID”
and the “Temporary Password”
provided on your Voting Rights
Exercise Form.

taken as valid.

(3) Please click on ログイン
(Log in).

fees required to use mobile phones, such as(4) Please enter “Current
Password,” “New Password,”and “New Password (forconfirmation).” Please do notforget your new password.
(5) Please click on 送信(Send).

- The costs incurred when accessing theExercise of Voting Rights Website, includingInternet access fees and telephone rates, will be
the responsibility of the shareholder. Similarly,
packet transmission fees, will also be theresponsibility of the shareholder.

For inquiries about the systemor other matters, contact:
Securities Business Division(Help Desk)
Mitsubishi UFJ Trust andBanking Corporation
Phone: 0120-173-027(Toll Free)(Available from 9 a.m. to 9 p.m.)6

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1: Appropriation of Surplus
In view of its public position as a banking holding company, the Company determines dividends incomprehensive consideration of the condition of business results and the management environment, etc.
while ensuring the health of its financial standing by appropriately enhancing internal reserves. The
Company plans to utilize these funds for measures such as investment for future business expansion andstrengthening of its financial standing.
In comprehensive consideration of the condition of business results and the management environment,
etc., the Company proposes that the dividends of surplus for the fiscal year ended March 31, 2021 be as
described below.
Matters concerning year-end dividends(1) Type of dividend property
Cash(2) Matters concerning the allotment of dividend property and the total amountFor each share of the First Series of Class 7 Preferred Shares, the Company proposes a dividend of 15
yen (thereby making the annual dividend including the interim dividend 30 yen per share), pursuant
to the Articles of Incorporation.
For ordinary shares, the Company proposes a dividend of 3.75 yen per share (thereby making theannual dividend including the interim dividend 7.5 yen per share).
The total amount of dividends in this case will be 1,425,766,568 yen.
(3) Effective date of distribution of surplus
June 24, 2021

7

Proposal No. 2: Election of Nine (9) Directors
The terms of office of all eleven (11) Directors: Atsushi Ukawa, Takayuki Ota, Hiroo Maeno, Yasuki
Hosomi, Shinji Inoue, Toshiyuki Wada, Hiromasa Hirai, Minoru Furukawa, Takao Koyama, Tomokazu
Yamazawa and Atsuko Ogasawara will expire at the conclusion of this Annual General Meeting of
Shareholders.
Accordingly, the Company proposes to retain four (4) Outside Directors while reducing the number of
Directors who are not Outside Directors by two (2) from seven (7) to five (5), to elect nine (9) Directors intotal.
The candidates for Directors are as follows.
< Basic policy for nominating candidates for Directors >In accordance with its management philosophy, the Company nominates candidates for Directors basedon their potential to contribute to the Company’s sustainable growth and enhancement of medium-to longterm corporate value.
While the Company is required to have a certain number of the Board members who are well versed in
the Company’s operations and its challenges, the diversity of expertise, experience and capability of theBoard members must be secured in order to ensure its independence and objectivity. From thisperspective, it is the Company’s basic policy to nominate individuals with thorough knowledge of theCompany’s operations and challenges as candidates for management executives and other executive
director positions, and individuals with a wide range of insights and background as candidates for Outside
Directors.
< Procedures for nominating candidates for Directors >The Company has established the Personnel Committee, and matters regarding the nomination ofcandidates for Directors are deliberated and finalized by the Board of Directors based on a result of thereview by the said committee.
Current position within the
Company

No.

Name

1

Atsushi Ukawa(Reappointment)

2

Takayuki Ota(Reappointment)

3

Yasuki Hosomi(Reappointment)

Director

4

Shinji Inoue(Reappointment)

Director

5

Toshiyuki Wada

(Reappointment)

Director

6

Minoru Furukawa

7

Takao Koyama

8

Tomokazu Yamazawa

9Atsuko Ogasawara(Reappointment)(Outside Director)(Reappointment)(Outside Director)(Reappointment)(Outside Director)(Reappointment)(Outside Director)

8

Representative Director,
President and CEO
Representative Director andChairman

Director (Outside Director)
Director (Outside Director)
Director (Outside Director)
Director (Outside Director)

Attendanceat the Boardof Directors
meetings
100%(15/15)100%(15/15)100%(15/15)100%(15/15)100%(11/11)100%(15/15)100%(15/15)100%(15/15)100%(11/11)

No.
1
Apr.
Aug.
Nov.
May
Jun.
Jun.
Jun.
Jun.
Jun.
Jun.

Reappointment/Male

Date of birth
July 19, 1956
Age
64
Years as a Director 9 years
Class and number of the Company’s
Ordinary shares
Atsushi Ukawa
shares held
35,600 shares
Past experience (Positions, responsibilities, and significant concurrent positions)1980 Joined the Bank of Ikeda, Ltd. (currently The Senshu Ikeda Bank, Ltd.)
2006 General Manager, Corporate Planning Division, the Bank of Ikeda, Ltd.
2006 Executive Officer, the Bank of Ikeda, Ltd.
2010 Executive Officer, The Senshu Ikeda Bank, Ltd.
2011 Director, The Senshu Ikeda Bank, Ltd.
2012 Director, the Company
2014 Managing Director, The Senshu Ikeda Bank, Ltd.
2016 Director and Senior Managing Executive Officer, The Senshu Ikeda Bank, Ltd.
2018 Representative Director, President and CEO, the Company (current position)2018 Representative Director, President and CEO, The Senshu Ikeda Bank, Ltd. (current
position)(Significant concurrent position)
Representative Director, President and CEO, The Senshu Ikeda Bank, Ltd.

< Reason for appointing Mr. Atsushi Ukawa as a candidate for Director >Mr. Atsushi Ukawa assumed the position of a Director of The Senshu Ikeda Bank, Ltd., a Group company, after having
served in the Corporate Planning, operation & system and several other departments. After assuming the position of Directorof The Senshu Ikeda Bank, Ltd., he successively held the positions of General Manager of the Operation Management
Division and the Corporate Planning Division, Director in charge of Regional Headquarters and Director in charge of theLoan, personnel affairs and several other departments. He is especially well versed in the Corporate Planning and operation& system departments. Accordingly, the Company believes that he has abundant knowledge and experience to ensure
precise, fair and efficient execution of the overall business of the Group and sufficiently high social credibility as
Representative Director.

No.
2
Apr.
Jun.
May
Jun.
Jun.
Jun.
Jun.
Jun.
Jun.
Jun.

Reappointment/Male

Date of birthJanuary 29, 1958 Age
63
Years as a Director 5 years
Class and number of the Company’s
Ordinary shares
Takayuki Ota
shares held
34,180 shares
Past experience (Positions, responsibilities, and significant concurrent positions)1981 Joined the Senshu Bank, Ltd. (currently The Senshu Ikeda Bank, Ltd.)2009 General Manager, Credit Analysis Division, The Senshu Bank, Ltd.
2010 Executive Officer, The Senshu Ikeda Bank, Ltd.
2011 Administration Officer, General Manager, Credit Division I, The Senshu Ikeda Bank,
Ltd.
2013 Executive Officer, The Senshu Ikeda Bank, Ltd.
2014 Managing Executive Officer, The Senshu Ikeda Bank, Ltd.
2016 Director, the Company
2016 Director and Senior Managing Executive Officer, The Senshu Ikeda Bank, Ltd.
2018 Representative Director and Chairman, the Company (current position)2018 Representative Director and Chairman, The Senshu Ikeda Bank, Ltd. (current position)(Significant concurrent position)
Representative Director and Chairman, The Senshu Ikeda Bank, Ltd.

< Reason for appointing Mr. Takayuki Ota as a candidate for Director >Mr. Takayuki Ota successively held the positions of General Manager of divisions and headquarters mainly in the Loan and
CS departments of The Senshu Ikeda Bank, Ltd., a Group company. He also has considerable achievements in administering
branch management as Director in charge of Regional Headquarters. Accordingly, the Company believes that he hasabundant knowledge and experience to ensure precise, fair and efficient execution of the overall business of the Group andsufficiently high social credibility as Representative Director.

9

No.
3
Apr.
Apr.
Jun.
Jun.
Jun.
Jun.
Jun.

Reappointment/Male

Date of birth
February 15, 1963 Age
58
Years as a Director 5 years
Class and number of the Company’s
Ordinary shares
Yasuki Hosomi
shares held
42,488 shares
Past experience (Positions, responsibilities, and significant concurrent positions)1985 Joined the Bank of Ikeda, Ltd. (currently The Senshu Ikeda Bank, Ltd.)2012 General Manager, Sakai Branch, The Senshu Ikeda Bank, Ltd.
2013 Executive Officer, The Senshu Ikeda Bank, Ltd.
2015 Managing Executive Officer, The Senshu Ikeda Bank, Ltd.
2016 Director, the Company (current position)2016 Director and Managing Executive Officer, The Senshu Ikeda Bank, Ltd.
2019 Director and Senior Managing Executive Officer, The Senshu Ikeda Bank, Ltd. (current
position)< Reason for appointing Mr. Yasuki Hosomi as a candidate for Director >Mr. Yasuki Hosomi has long experience in the business offices of The Senshu Ikeda Bank, Ltd., a Group company,
successively serving as General Manager mainly in the CS department. He has considerable achievements in serving as
Director in charge of the CS department subsequent to his appointment as Director. Accordingly, the Company believes that
he has abundant knowledge and experience to ensure precise, fair and efficient execution of the overall business of theGroup and sufficiently high social credibility.

No.
4
Apr.
Mar.
Jun.
Jun.
Jun.
Jun.
Jun.

Reappointment/Male

Date of birth
July 26, 1961
Age
59
Years as a Director 3 years
Class and number of the Company’s
Ordinary shares
Shinji Inoueshares held
44,262 shares
Past experience (Positions, responsibilities, and significant concurrent positions)1985 Joined the Senshu Bank, Ltd. (currently The Senshu Ikeda Bank, Ltd.)2014 General Manager, Abeno Harukas Branch, The Senshu Ikeda Bank, Ltd.
2014 Executive Officer, The Senshu Ikeda Bank, Ltd.
2016 Managing Executive Officer, The Senshu Ikeda Bank, Ltd.
2018 Director, the Company (current position)2018 Director and Managing Executive Officer, The Senshu Ikeda Bank, Ltd.
2020 Director and Senior Managing Executive Officer, The Senshu Ikeda Bank, Ltd. (current
position)(Significant concurrent position)
Director and Senior Managing Executive Officer, The Senshu Ikeda Bank, Ltd.

< Reason for appointing Mr. Shinji Inoue as a candidate for Director >Mr. Shinji Inoue successively held the positions of General Manager of the Risk Management, Loan and CS departments of
The Senshu Ikeda Bank, Ltd., a Group company. He also has considerable achievements in serving as Director in charge ofthe operation & system department and Loan department subsequent to his appointment as Director. Accordingly, theCompany believes that he has abundant knowledge and experience to ensure precise, fair and efficient execution of theoverall business of the Group and sufficiently high social credibility.

10

No.
5
Apr.
May
Jul.
Oct.
Jun.
Apr.
Jun.
May
Jun.
Jun.

Reappointment/Male

Date of birth
October 8, 1963
Age
57
Years as a Director 1 year
Class and number of the Company’s
Ordinary shares
Toshiyuki Wada
shares held
14,100 shares
Past experience (Positions, responsibilities, and significant concurrent positions)1986 Joined the Bank of Japan
2007 Associate Director-General, Personnel and Corporate Affairs Department, the Bank ofJapan
2010 General Manager, Matsumoto Branch, the Bank of Japan
2012 Principal Examiner, Financial System and Bank Examination Department, the Bank ofJapan
2014 Deputy Director-General and Principal Examiner, Financial System and Bank
Examination Department, the Bank of Japan
2016 Director-General and Internal Auditor, Internal Auditors’ Office, the Bank of Japan2017 Managing Executive Officer, The Senshu Ikeda Bank, Ltd.
2019 Executive Officer, the Company
2020 Director, the Company (current position)2020 Director and Senior Managing Executive Officer, The Senshu Ikeda Bank, Ltd. (current
position)(Significant concurrent position)
Director and Senior Managing Executive Officer, The Senshu Ikeda Bank, Ltd.

< Reason for appointing Mr. Toshiyuki Wada as a candidate for Director >Mr. Toshiyuki Wada has successively held key positions in the personnel department, the financial system department, etc.,of the Bank of Japan. He assumed office as Officer secondarily in charge of the Loan department and Officer in charge ofthe personnel affairs department of The Senshu Ikeda Bank, Ltd. in June 2017 and has properly fulfilled his duties andresponsibilities. Accordingly, the Company believes that he has abundant knowledge and experience to ensure precise, fairand efficient execution of the overall business of the Group and sufficiently high social credibility.

11

No.
6
Apr.
Jun.
Apr.
Jun.
Apr.
Jun.
Apr.
Apr.
Jun.
Apr.
Jun.
Jun.
Jun.
Jun.
Jun.

Reappointment/Outside Director/Male

Date of birthJune 13, 1943 Age77Years as a Director
4 years
Class and number of the Company’s
Ordinary shares
Minoru Furukawa
shares held
17,900 shares
Past experience (Positions, responsibilities, and significant concurrent positions)1966 Joined Hitachi Zosen Corporation
1994 Chief Manager, Accounting Department, Hitachi Zosen Corporation
1998 Director, Hitachi Zosen Corporation
2001 Representative Director and Senior Managing Director, Hitachi Zosen Corporation2005 Representative Director and President, Hitachi Zosen Corporation2010 Representative Director, Chairman and President, Hitachi Zosen Corporation2013 Representative Director, Chairman and CEO, Hitachi Zosen Corporation
2016 Representative Director and Chairman, Hitachi Zosen Corporation
2016 Outside Director, The Senshu Ikeda Bank, Ltd.
2017 Senior Corporate Advisor Director, Hitachi Zosen Corporation2017 Senior Corporate Advisor, Hitachi Zosen Corporation (current position)2017 Outside Director, UNITIKA LTD. (current position)2017 Outside Director, the Company (current position)2017 Non-Executive Director (non-full time), The Senshu Ikeda Bank, Ltd. (current position)2018 Outside Director, OKK Corporation (current position)(Significant concurrent positions)
Senior Corporate Advisor, Hitachi Zosen Corporation
Outside Director, UNITIKA LTD.
Outside Director, The Midori Kai Co., Ltd.
Outside Director, Osaka International Convention Center Corporation
Outside Director, OKK CorporationVice-Chairman, The Japan Machinery Federation
Executive Director, Kansai Economic Federation
Auditor, Osaka Chamber of Commerce and Industry
Non-Executive Director (non-full time), The Senshu Ikeda Bank, Ltd.

< Reason for appointing Mr. Minoru Furukawa as a candidate for Outside Director and expected roles>
Mr. Minoru Furukawa has successively held such positions as Representative Director of Hitachi Zosen Corporation as wellas key positions for Osaka Chamber of Commerce and Industry, The Japan Machinery Federation, and Kansai Economic
Federation. He has properly overseen corporate management as an Outside Director since June 2017. The Company highly
values his experience and capabilities, and believes that he will provide supervision and advice based on his knowledge if heis elected as Outside Director. The Company, therefore, proposes to reelect him as Outside Director.
<Independence>
There is no special interest between Mr. Minoru Furukawa and the Company.
Mr. Furukawa satisfies the “Criteria for Independence of Outside Directors and Outside Audit & Supervisory Board
Members” set forth by the Company.
There are standard banking transactions between Hitachi Zosen Corporation, where Mr. Furukawa serves as SeniorCorporate Advisor, and the Group company. However, because such transactions in the most recent fiscal year account forless than 1% of each company’s ordinary income, they do not affect the independence of Mr. Furukawa.
Mr. Furukawa’s role as Senior Corporate Advisor at Hitachi Zosen Corporation is mainly to contribute to the business
community and society, and he has not engaged in corporate management. Additionally, it has been four years since he left
the office of Director of Hitachi Zosen Corporation.

12

No.
7
Apr.
Apr.
Apr.
Apr.
Apr.
Jun.
Jun.
Jun.

Reappointment/Outside Director/Male

Date of birth
December 11, 1948 Age 72
Years as a Director 4 years
Class and number of the Company’s
Ordinary shares
Takao Koyamashares held
17,900 shares
Past experience (Positions, responsibilities, and significant concurrent positions)1971 Joined Hitachi, Ltd.
2004 General Manager, Kanto Area Operation, Hitachi, Ltd.
2007 Vice President and Executive Officer; and General Manager of Kansai Area Operation,
Hitachi, Ltd.
2011 Representative Director, Executive Vice President and Executive Officer, Hitachi
Solutions, Ltd.
2012 Director, Executive Vice President and Executive Officer, Hitachi Solutions, Ltd.
2016 Outside Director, The Senshu Ikeda Bank, Ltd.
2017 Outside Director, the Company (current position)2017 Non-Executive Director (non-full time), The Senshu Ikeda Bank, Ltd. (current position)(Significant concurrent position)
Non-Executive Director (non-full time), The Senshu Ikeda Bank, Ltd.

< Reason for appointing Mr. Takao Koyama as a candidate for Outside Director and expected roles >In addition to a post of a Vice President, Executive Officer and General Manager of Kansai Area Operation of Hitachi, Ltd.,Mr. Takao Koyama successively held such positions as Deputy General Manager of Corporate Sales & Marketing Group,
followed by his position as a Representative Director and Executive Vice President of Hitachi Solutions, Ltd. He has
properly overseen corporate management as an Outside Director since June 2017. The Company highly values his
experience and capabilities, and believes that he will provide supervision and advice based on his knowledge if he is elected
as Outside Director. The Company, therefore, proposes to reelect him as Outside Director.
<Independence>
There is no special interest between Mr. Takao Koyama and the Company.
Mr. Koyama satisfies the “Criteria for Independence of Outside Directors and Outside Audit & Supervisory Board
Members” set forth by the Company.

13

No.
8
Apr.
Jun.
Jun.
Apr.
Apr.
Apr.
Jun.
Apr.
Apr.
Jun.
Jun.
Apr.
Jun.
Jun.
Sep.
Jun.
Jun.
Apr.
Jun.

Reappointment/Outside Director/Male

Date of birth
November 26, 1947 Age 73
Years as a Director 3 years
Class and number of the Company’s
Ordinary shares
Tomokazu Yamazawa
shares held
18,640 shares
Past experience (Positions, responsibilities, and significant concurrent positions)1971 Joined Keihanshin Electric Express Railway Co., Ltd. (currently Hankyu Hanshin
Holdings, Inc.)
1999 Deputy General Manager of Corporate Control Division and Head of Public Relations
Office, Hankyu Corporation
2000 Director and General Manager of Corporate Control Division, Hankyu Corporation
2002 Director, Hankyu Corporation
2002 President and Representative Director, Dai-ichi Hankyu Hotels Co., Ltd.
2005 President and Representative Director, Hankyu Hotel Management Co., Ltd.
2007 Director, Hankyu Hanshin Holdings, Inc.
2008 President and Representative Director, Hankyu Hanshin Hotels Co., Ltd.
2012 Chairman and Representative Director, Hankyu Hanshin Hotels Co., Ltd.
2012 Advisor, Hankyu Hanshin Hotels Co., Ltd.
2012 President and Representative Director, Hanshin Expressway Co., Ltd.
2014 Special Advisor, Hankyu Hanshin Hotels Co., Ltd.
2016 Special Advisor, Hanshin Expressway Co., Ltd.
2017 Outside Director, The Senshu Ikeda Bank, Ltd.
2017 Outside Director, Charm Care Corporation (current position)2018 Outside Director, the Company (current position)2018 Non-Executive Director (non-full time), The Senshu Ikeda Bank, Ltd. (current position)
2019 Special Advisor, Hankyu Hanshin Hotels Co., Ltd. (current position)2020 Senior Advisor, Hanshin Expressway Co., Ltd. (current position)(Significant concurrent positions)
Honorary Advisor, Hankyu Hanshin Hotels Co., Ltd.
Outside Director, Charm Care Corporation
Senior Advisor, Hanshin Expressway Co., Ltd.
Non-Executive Director (non-full time), The Senshu Ikeda Bank, Ltd.

< Reason for appointing Mr. Tomokazu Yamazawa as a candidate for Outside Director and expected roles >Mr. Tomokazu Yamazawa has successively held such positions as Representative Director of the group companies ofHankyu Hanshin Holdings, Inc. as well as Representative Director of Hanshin Expressway Co., Ltd. Mr. Yamazawa hasproperly overseen corporate management as an Outside Director since June 2018. The Company highly values his
experience and capabilities, and believes that he will provide supervision and advice based on his knowledge if he is elected
as Outside Director. The Company, therefore, proposes to reelect him as Outside Director.
<Independence>
There is no special interest between Mr. Tomokazu Yamazawa and the Company.
Mr. Yamazawa satisfies the “Criteria for Independence of Outside Directors and Outside Audit & Supervisory Board
Members” set forth by the Company.
There are standard banking transactions between Hankyu Hanshin Hotels Co., Ltd., where Mr. Yamazawa serves as Special
Advisor, and the Group company. However, because such transactions in the most recent fiscal year account for less than
1% of each company’s ordinary income, they do not affect the independence of Mr. Yamazawa.
Mr. Yamazawa’s role as Special Advisor at Hanky Hanshin Hotels Co., Ltd. is mainly to contribute to the business
community and society, and he has not engaged in corporate management. Additionally, it has been thirteen years and nine
years since he left the office of Director of Hankyu Hanshin Holdings, Inc. and Director of Hankyu Hanshin Hotels Co.,
Ltd., respectively.

14

No.
9
Apr.
Apr.
Apr.
May
Jul.
Apr.
May
Jun.
Jun.
Apr.
Jun.
Jun.
Feb.

Reappointment/Outside Director/
FemaleDate of birth

October 6, 1960

Age

60

Years as a Director 1 year
Class and number of the Company’s
Ordinary shares
Atsuko Ogasawara
shares held
1,900 shares
Past experience (Positions, responsibilities, and significant concurrent positions)1983 Joined The Mainichi Newspapers Co., Ltd.
2006 General Manager, Okayama Bureau, The Mainichi Newspapers Co., Ltd.
2008 General Manager, Economic Department, Osaka Headquarters, The Mainichi
Newspapers Co., Ltd.
2011 General Manager, Kyoto Bureau, The Mainichi Newspapers Co., Ltd.
2014 Deputy General Manager, Editorial Bureau, Osaka Headquarters, The Mainichi
Newspapers Co., Ltd.
2016 General Manager, General Business Bureau, The Mainichi Newspapers Co., Ltd.
2017 Director, Japan High School Baseball Federation (current position)2018 Deputy Representative, Osaka Headquarters, The Mainichi Newspapers Co., Ltd.
2018 Director, The Daido Life Foundation (current position)2020 Executive Director (Part-time), National University Corporation Osaka University(current position)2020 Outside Director, the Company (current position)2020 Non-Executive Director (non-full time), The Senshu Ikeda Bank, Ltd. (current position)
2021 Director, Kansai Innovation Center (current position)(Significant concurrent positions)
Director, Japan High School Baseball Federation
Director, The Daido Life Foundation
Executive Director (Part-time), National University Corporation Osaka University
Director, Kansai Innovation Center
Non-Executive Director (non-full time), The Senshu Ikeda Bank, Ltd.

< Reason for appointing Ms. Atsuko Ogasawara as a candidate for Outside Director and expected roles >Ms. Atsuko Ogasawara held key positions at The Mainichi Newspapers Co., Ltd. With her wide range of experience andachievements in the business world, Ms. Ogasawara has properly overseen corporate management as the first female
Director of the Company since June 2020. The Company highly values her experience and capabilities and believes that she
will provide supervision and advice based on her knowledge if she is elected as Outside Director. The Company, therefore,
proposes to reelect her as Outside Director.
<Independence>
There is no special interest between Ms. Atsuko Ogasawara and the Company.
Ms. Ogasawara satisfies the “Criteria for Independence of Outside Directors and Outside Audit & Supervisory Board
Members” set forth by the Company.
Notes: 1. Mr. Yasuki Hosomi will retire as Director and Senior Managing Executive Officer of the Senshu Ikeda Bank,
Ltd. in June 2021.
2. Mr. Minoru Furukawa, Mr. Takao Koyama, Mr. Tomokazu Yamazawa, and Ms. Atsuko Ogasawara are
candidates for Outside Directors as stipulated in Article 2, Paragraph 3, Item 7 of the Regulation for
Enforcement of the Companies Act.
The Company has submitted to the Tokyo Stock Exchange a notification designating Mr. Minoru Furukawa, Mr.
Takao Koyama, Mr. Tomokazu Yamazawa, and Ms. Atsuko Ogasawara as Independent Officers pursuant to theregulations of the Tokyo Stock Exchange. If they are elected as originally proposed, they will continue to be
Independent Officers.
3. Mr. Minoru Furukawa, Mr. Takao Koyama, Mr. Tomokazu Yamazawa, and Ms. Atsuko Ogasawara are currently
Outside Directors of the Company, and their respective terms of office as Outside Directors will be four (4) years
for both Mr. Minoru Furukawa and Mr. Takao Koyama, three (3) years for Mr. Tomokazu Yamazawa, and one(1) year for Ms. Atsuko Ogasawara at the conclusion of this General Meeting of Shareholders.
4. Liability limitation agreements with Outside Directors
In accordance with stipulations in the Articles of Incorporation, the Company has concluded liability limitationagreements with Outside Directors to limit the liabilities of Article 423, Paragraph 1 of the Companies Act to theamount stipulated in Article 425, Paragraph 1 of the Companies Act, assuming that the duties of the Outside
Directors are performed in good faith and without gross negligence. If Mr. Minoru Furukawa, Mr. Takao
Koyama, Mr. Tomokazu Yamazawa, and Ms. Atsuko Ogasawara are elected as Outside Directors at this General
Meeting of Shareholders, the Company plans to continue these agreements with them.
5. Directors and Officers liability insurance (hereinafter, “D&O insurance”) contract
The Company has concluded a D&O insurance contract that insures all Directors with an insurance company.
This contract will cover any damages that may arise in the event that Directors assume liability resulting from15

the execution of their duties. The term of the D&O insurance contract is one year and will be renewed upon the
Board of Directors’ resolution before the expiration date of the said term. If each candidate assumes office, they
will be insured under the insurance contract.

16

Proposal No. 3: Election of Three (3) Audit & Supervisory Board Members
The terms of office of four (4) Audit & Supervisory Board Members Susumu Kawakami, Toshiaki
Sasaki, Seiji Morinobu, and Kohei Nakanishi will expire at the conclusion of this Annual General Meeting of
Shareholders.
Accordingly, the Company proposes that the shareholders elect three (3) Audit & Supervisory Board
Members. Although the number of Audit & Supervisory Board Members will be reduced by one, theCompany believes that there is no risk of deterioration of the supervisory function. This proposal has been
approved by the Audit & Supervisory Board.
The candidates for Audit & Supervisory Board Members are as follows.
Current position
within the
Company

No.

Name

1

Hiroo Maeno(New Appointment)

2

Seiji Morinobu(Reappointment)(Outside)3

Kohei Nakanishi(Reappointment)(Outside)

Director
Outside Audit &Supervisory Board
MemberOutside Audit &Supervisory Board
Member17

Attendance at
the Board of
Directors
meetings
100%(15/15)

Attendance at
Audit &
Supervisory
Board Meetings

100%(15/15)100%(19/19)100%(15/15)100%(19/19)

No.
1

Apr.
Jun.
Jun.
Jun.
Jun.
Jun.
Jun.
Jun.

New Appointment/Male

Date of birthJanuary 30, 1962
Age
59
Years as an Audit &—Supervisory Board Member
Hiroo Maeno
Class and number of the Company’s
Ordinary sharesshares held
33,700 shares
Past experience (Positions and significant concurrent positions)1985 Joined the Senshu Bank, Ltd. (currently The Senshu Ikeda Bank, Ltd.)2012 General Manager, General Risk Management Division, the Company
2012 General Manager, Risk Management Division, The Senshu Ikeda Bank, Ltd.
2013 Executive Officer, The Senshu Ikeda Bank, Ltd.
2014 Director, the Company (current position)2014 Director, The Senshu Ikeda Bank, Ltd.
2016 Director and Managing Executive Officer, The Senshu Ikeda Bank, Ltd.
2019 Director and Senior Managing Executive Officer, The Senshu Ikeda Bank, Ltd. (current
position)< Reason for appointing Mr. Hiroo Maeno as a candidate for Audit & Supervisory Board Member >Mr. Hiroo Maeno has long experience in the Corporate Planning Headquarters of The Senshu Ikeda Bank, Ltd., a Group
company. After having served in the Loan department, the Risk Management, and several other Headquarters, he assumed
the position of Director of the Company. He successively held the positions of Director in charge of the Risk Management
Headquarters, General Manager of the Personnel Division, and Director in charge of Corporate Planning and General Affairs
Division after his appointment as Director. He has been involved in the management area for many years and has wide range
of knowledge and experience as well as sufficiently high social credibility. Accordingly, the Company believes that he will
be able to fulfill the role of an Audit & Supervisory Board Member independently from business execution.

No.
2

Apr.
Apr.
Apr.
Apr.
Apr.
Feb.
Jun.

Reappointment/Outside/Male

Date of birth
July 9, 1949
Age
71
Years as an Audit &4 years
Supervisory Board Member
Seiji Morinobu
Class and number of the Company’s
Ordinary sharesshares held
— shares
Past experience (Positions and significant concurrent positions)1978 Registered with the Osaka Bar Association
1988 Founded Umeshin Law Firm
Director, Umeshin Law Firm (current position)
2004 Vice President, the Osaka Bar Association
Governor, the Japan Federation of Bar Associations
2005 Visiting Professor, Graduate School of Law and Politics, Osaka University
Visiting Professor, Cooperative Graduate School2013 Executive Governor, the Japan Federation of Bar Association
2015 Outside Director, KITAKEI CO., LTD. (current position)2017 Outside Audit & Supervisory Board Member, the Company (current position)(Significant concurrent position)
Outside Auditor, KITAKEI Co., Ltd.
Head of Umeshin Law Office< Reason for appointing Mr. Seiji Morinobu as a candidate for Outside Audit & Supervisory Board Member >Based on his wide range of experience and high level of insight as an attorney, as well as his experience and insight gained
as an Outside Director of KITAKEI Co., Ltd, Mr. Seiji Morinobu has properly performed his duties as Outside Audit &Supervisory Board Member of the Company. Accordingly, the Company believes that he will continue to fulfill his rolefrom an objective and neutral position.
< Independence >There is no special interest between Mr. Seiji Morinobu and the Company.
Mr. Morinobu satisfies the “Criteria for Independence of Outside Directors and Outside Audit & Supervisory Board
Members” set forth by the Company.

18

No.
3

Apr.
Jun.
Aug.
Oct.
Jun.
Apr.
Sep.
Mar.
Jun.
Sep.

Reappointment/Outside/Male

Date of birth
November 13, 1954
Age
66
Years as an Audit &4 years
Supervisory Board Member
Kohei Nakanishi
Class and number of the Company’s
Ordinary sharesshares held
7,100 shares
Past experience (Positions and significant concurrent positions)1977 Joined Export-Import Bank of Japan (current Japan Bank for International Cooperation)
2004 Director General, Human Resources Division, Japan Bank for International
Cooperation2007 Resident Executive Officer for Europe and the Middle East, Japan Bank forInternational Cooperation
2008 Japan Finance Corporation; and Managing Executive Officer, Japan Bank forInternational Cooperation2011 Managing Director, Japan Bank for International Cooperation2012 Executive Director; and Global Head of Corporate Group Managing Executive Officer,
Japan Bank for International Cooperation2013 Corporate Advisor, Mitsubishi Corporation
2016 Outside Director (Director, Audit and Supervisory Committee Member), SUMCO
Corporation2017 Outside Audit & Supervisory Board Member, the Company (current position)2018 Chief Director, Japan Institute for Overseas Investment (current position)(Significant concurrent position)
Chief Director, Japan Institute for Overseas Investment< Reason for appointing Mr. Kohei Nakanishi as a candidate for Outside Audit & Supervisory Board Member >After having served as an Executive Director of Japan Bank for International Cooperation, Mr. Kohei Nakanishi
successively assumed the position of Corporate Advisor of Mitsubishi Corporation and Outside Director of SUMCO
Corporation. Based on his wide range of experience and insight about international finance, his corporate management
experience, and insight into corporate governance, Mr. Nakanishi has properly performed his duties as Outside Audit &Supervisory Board Member of the Company. Accordingly, the Company believes that he will continue to fulfill his rolefrom an objective and neutral position.
< Independence >There is no special interest between Mr. Kohei Nakanishi and the Company.
Mr. Nakanishi satisfies the “Criteria for Independence of Outside Directors and Outside Audit & Supervisory Board
Members” set forth by the Company.

Notes: 1. There is no special interest between each of the candidates for Audit & Supervisory Board Members and theCompany.
2. Mr. Hiroo Maeno will retire from the posts of Director of the Company as well as Director and Senior Managing
Executive Officer of the Senshu Ikeda Bank, Ltd. in June 2021.
3. Mr. Kohei Nakanishi will be nominated as a candidate for Outside Director at the 53rd Annual General Meetingof Shareholders of Marubeni Construction Material Lease Co., Ltd., which will be held in June 2021.
4. Audit & Supervisory Board Member candidates, Messrs. Seiji Morinobu and Kohei Nakanishi are candidates for
Outside Audit & Supervisory Board Members as stipulated in Article 2, Paragraph 3, Item 8 of the Regulation
for Enforcement of the Companies Act.
The Company has submitted to the Tokyo Stock Exchange a notification designating Messrs. Seiji Morinobu andKohei Nakanishi as Independent Officers pursuant to the regulations of the Exchange. If they are reelected asoriginally proposed, they will continue to be Independent Officers.
5. Messrs. Seiji Morinobu and Kohei Nakanishi are currently Outside Audit & Supervisory Board Members, andtheir terms of office as Outside Audit & Supervisory Board Members will be 4 years at the conclusion of this
General Meeting of Shareholders.
6. Liability limitation agreements with Outside Audit & Supervisory Board Members
In accordance with stipulations in the Articles of Incorporation, the Company has concluded liability limitationagreements with Outside Audit & Supervisory Board Members to limit the liabilities of Article 423, Paragraph 1of the Companies Act to the amount stipulated in Article 425, Paragraph 1 of the Companies Act, assuming thatthe duties of the Outside Audit & Supervisory Board Members are performed in good faith and without grossnegligence.
If Messrs. Seiji Morinobu and Kohei Nakanishi are reelected as Outside Audit & Supervisory Board Members at
this General Meeting of Shareholders, the Company plans to continue these agreements with them.
7. D&O insurance contract
The Company has concluded D&O insurance contract that insures all Audit & Supervisory Board Members withan insurance company. This contract will cover any damages that may arise in the event that Audit &Supervisory Board Members assume liability resulting from the execution of their duties. The term of the D&O

19insurance contract is one year and will be renewed upon the Board of Directors’ resolution before the expiration
date of the said term. If each candidate assume office, they will be insured under the insurance contract.

20

Proposal No. 4: Election of One (1) Substitute Audit & Supervisory Board Member
To prepare for an eventuality in which the number of Audit & Supervisory Board Members falls short ofthat stipulated by laws and regulations, the Company proposes the election of one (1) substitute Audit &Supervisory Board Member.
This proposal has been approved by the Audit & Supervisory Board.
The candidate for substitute Audit & Supervisory Board Member is as follows.
New Appointment/Male

Apr.
Apr.
Apr.
Apr.
Aug.
Apr.
Jan.
Apr.
Apr.
Apr.
May
Apr.
Aug.
Apr.
Jun.

Date of birth
March 31, 1949
Age
72
Years as an Audit &—Kenichi Yoshimoto
Supervisory Board Member
Class and number of the Company’s
Ordinary sharesshares held
- shares
Past experience (Positions and significant concurrent positions)1974 Assistant, Faculty of Economics, Wakayama University
1979 Associate Professor, Faculty of Economics, Wakayama University
1986 Associate Professor, School of Law, Osaka University
1994 Professor, School of Law, Osaka University
1997 Councilor, Osaka University
1999 Professor, Graduate School of Law and Politics, Osaka University
2003 Vice Chairman, Corporate Legal Committee, Osaka Chamber of Commerce andIndustry
2004 Dean, Osaka University Law School
2004 Professor, Graduate Schools, Osaka University
2005 General Manager, Legal Office, Osaka University
2006 External Director, FURUNO ELECTRIC CO., LTD.
2012 Professor, School of Law, Kobe Gakuin University
2012 Special Counsel, DAICHI LEGAL PROFESSIONAL CORPORATION (current
position)
2014 Councilor, Kobe Gakuin University
2016 Outside Director, The Senshu Ikeda Bank, Ltd. (current position)(Significant concurrent position)
Special Counsel, DAICHI LEGAL PROFESSIONAL CORPORATION
Outside Director, The Senshu Ikeda Bank, Ltd.

Notes: 1. There is no special interest between Mr. Kenichi Yoshimoto and the Company.
2. Mr. Kenichi Yoshimoto is a candidate for substitute Audit & Supervisory Board Member.
3. The reason for nominating Mr. Kenichi Yoshimoto as a candidate for a substitute Outside Audit & Supervisory
Board Member is that we believe that he will be able to conduct objective and neutral audits of the legality of theCompany’s business execution and other matters based on his experience as a university professor and his
extensive insight.
Although he has not been involved in corporate management other than in his capacity as an outside director in
the past, the Company believes that he will be able to appropriately perform his duties as an Outside Audit &Supervisory Board Member for the abovementioned reasons.
4. Liability limitation agreements with substitute Audit & Supervisory Board Members
In the event that Mr. Kenichi Yoshimoto assumes office as substitute Audit & Supervisory Board Member, theCompany intends to conclude a liability limitation agreement with him to limit the liabilities of Article 423,
Paragraph 1 of the Companies Act to the amount stipulated in Article 425, Paragraph 1 of the Companies Act.
5. D&O insurance contract
The Company has concluded D&O insurance contract with an insurance company, which covers any damages
that may arise in the event that Audit & Supervisory Board Members assume liability resulting from theexecution of their duties.
If Mr. Kenichi Yoshimoto assumes office as Audit & Supervisory Board Member, he will be insured under the
insurance contract21

<Reference>

Criteria for Independence of Outside Directors and Outside Audit & Supervisory Board Members
The Senshu Ikeda Group judges the independence of the respective candidates for Outside Directors/Audit &Supervisory Board Members according to the following criteria.
<Standard for judging the independence>
At the Senshu Ikeda Group, as a general rule, Outside Directors/Audit & Supervisory Board Members shall bethose who do not fall under any of the following requirements, at present or recently.1
1. A person who deems the Group to be a major2 business partner, or in the case of a company, an executing
person thereof.
2. A person who the Group deems to be a major business partner, or in the case of a company, an executing
person thereof.
3. A business consultant, an accounting specialist or a legal specialist who has received a large sum3 ofmoney and other properties other than Officers’ remuneration from the Group (or a quasi-executing
person who has belonged to the payee’s group).
4. A person who the Company deems to be a major shareholder4 of the Company, or in the case of acompany, an executing person thereof.
5. A payee of a large sum of donation from the Group, or a quasi-executing person of the payee’s group, inthe case where the receiver of the monies, etc., is an entity.
6. A former executing person of any of the Group companies in the past.5
7. A relative6 of a person (excluding those who are not significant) mentioned below:
A. A person who is mentioned in the aforementioned items 1 through 6.
B. Directors, Audit & Supervisory Board Members, Executive Officers and important employees of anyof the Group companies
Notes:
1. Definition of “recently”: Refers to cases that might be regarded as almost “at present,” for example,
including the case where said person fell under any infringement requirement item since the content of a
proposal for the selection as Outside Director or Outside Audit & Supervisory Board Member wasdetermined.
2. Definition of “major”: Refers to 2% or more of the consolidated net sales per annum (Consolidated
ordinary income in case of the Company) for the nearest fiscal year, as a benchmark for judgment.
3. Definition of “a large sum”: Refers to a three-year average amount of ¥10 million or more per annum forthe past three years.
4. Definition of “major shareholder”: Refers to a shareholder who held 10% or more of the total voting
rights at the end of the nearest fiscal year.
5. Definition of “past”: Refers to “within 10 years up to the present.”
6. Definition of “relative”: Refers to “within the second degree of kinship of a person.”22

Proposal No. 5: Revision of Remuneration for Directors and Determination of Stock Acquisition Rights
Provided as Stock Options to Directors
1. Revision of remuneration for Directors
The amount of remuneration for Directors was approved at the 1st Annual General Meeting of
Shareholders held on June 29, 2010 to be within 30 million yen per month, effective to the present.
In order to enable the provision of performance-linked remuneration and stock acquisition rights as stock
options to Directors responsible for business execution, this Proposal requests approval to revise theabovementioned remuneration from a monthly amount to an annual amount, setting the total annual amountto within 360 million yen (an amount that is 12 times the current amount of 30 million yen per month),consisting of basic remuneration within 200 million yen per annum (including an amount within 80 million
yen per annum for Outside Directors), performance-linked remuneration within 100 million yen per annum,
and remuneration for the purpose of granting stock acquisition rights as stock options within 60 million yen
per annum. In consideration of their duties, performance-linked remuneration and stock acquisition rights
as stock options will not be provided to non-executive Directors and Outside Directors.
Basic remuneration is fixed remuneration paid on a monthly basis in the form of money. The amount shallbe determined in accordance with position, responsibility, etc., and shall be reviewed as appropriate inconsideration of matters such as business performance, levels at other companies, and social conditions.
Performance-linked remuneration shall be introduced to raise awareness of improving business results
each business year, and is cash remuneration that reflects performance indicators. Performance indicatorsand their target values with regard to profitability, future potential, and soundness are set by the Board of
Directors each business year, and an amount calculated in accordance with the degree of achievement isprovided at a certain time each year. Performance indicators and their target values are established eachbusiness year when budget plans are formulated, and shall be reviewed by the Board of Directors as
appropriate in response to changes in the environment.
Stock acquisition rights as stock options shall be introduced in order to share value with shareholders andmotivate the recipients to contribute to the medium- to long-term enhancement of corporate value. Details
are explained in 3. below. The Senshu Ikeda Bank, Ltd., a subsidiary of the Company, has been providing
the Company’s stock acquisition rights as stock options to Directors of the Bank (excluding non-executive
Directors and Outside Directors) and executive officers since 2013. If this Proposal is approved, it will bepossible to provide the same stock options to Directors of the Company who do not concurrently serve as
Directors of the Bank.
As in the past, remuneration for such Directors does not include any employee salaries payable to
Directors concurrently serving as employees, and individual remuneration shall be left to the discretion of
the Board of Directors.
In the event that Proposal No. 2 and this Proposal are approved, fixed remuneration, performance-linked
remuneration, and stock acquisition rights as stock options shall be paid to four (4) Directors responsible
for business execution, and basic remuneration only shall be paid to one (1) non-executive Director and four(4) Outside Directors.
2. Reasons that the revision of remuneration is appropriate
The revisions to remuneration contained in this Proposal are proposed as a means to pay performancelinked remuneration for the purpose of maintaining and improving incentives for business execution, andstock-based remuneration (stock acquisition rights) with the objective of sharing interests with shareholders,
as remuneration for Directors responsible for business execution, separately from the existing fixed
remuneration. The total amount of director remuneration will remain unchanged in real terms by simply
multiplying the total amount of 30 million yen per month previously approved by 12 to establish the total
annual amount, and fixed remuneration, performance-linked remuneration and stock acquisition rights will
be paid by establishing respective limits within that range. In this way, the Company has determined thatthese revisions to remuneration are suitable, with sufficient consideration for both the appropriate
motivation to enhance corporate value and the maintenance of standards for Director remuneration.
3. Determination of details of stock acquisition rights as stock options paid to Directors
The Company requests approval for details of stock acquisition rights as stock options paid to Directors
as follows.
(1) Type and number of shares subject to stock acquisition rights
The type of shares subject to stock acquisition rights shall be ordinary shares, and the number ofshares subject to each stock acquisition right (hereinafter, “the number of shares granted” shall be 100
23shares.
In the event that a stock split (including the gratis allotment of the ordinary shares of the Company;
hereinafter, the same shall apply for the term “stock split”) or a reverse stock split of the Company’s
shares occurs after the resolution date of this Proposal, adjustments shall be made to the number ofshares granted in accordance with the following formula.
Post-adjustment number of shares granted = Pre-adjustment number of shares granted x stock split
or reverse stock split ratio
Fractions less than one (1) share resulting from the adjustment shall be rounded down.
In addition to the above, in the event that it is necessary to make adjustments to the number of shares
granted in accordance with such cases after the resolution date, the Company shall adjust the numberof shares granted as deemed necessary by the Board of Directors.
The Company shall set one (1) million shares of ordinary shares of the Company as the maximum
number of shares that can be awarded by exercising stock acquisition rights issued on a day within one
year of the date of the general meeting of shareholders each business year, and if the number of shares
granted is adjusted, the number of shares obtained by multiplying the number of shares granted after
adjustment by the total number of stock acquisition rights below shall be the maximum. This maximum
is not limited to stock acquisition rights paid to Directors of the Company but is an annual maximum
applicable to all stock acquisition rights as stock options of the Group, including those paid toexecutive officers of the Company and to Directors and executive officers of subsidiaries of theCompany. The shares awarded at the time of exercise of the stock acquisition rights will be shares heldby the Company and no new shares will be issued. Therefore, no dilution will occur.
(2) Total number of stock acquisition rights
The maximum number of stock acquisition rights to be issued within one year from the date of theAnnual General Meeting of Shareholders for each business year shall be 10,000 units. This maximum
is not limited to stock acquisition rights paid to Directors of the Company but is an annual maximum
applicable to all stock acquisition rights as stock options of the Group, including those paid toexecutive officers of the Company and to Directors and executive officers of subsidiaries of theCompany.
(3) Payment amount of stock acquisition rights (issue price)
The payment amount per one (1) unit of stock acquisition rights (issue price) shall be an amountdetermined based on the fair price of the stock acquisition rights calculated according to an equitablecalculation method, such as the Black-Scholes model, when allotting stock acquisition rights.
In addition, under this Proposal, the Company shall bear the remuneration payment obligationequivalent to the total payment amount of the stock acquisition rights for eligible Directors of theCompany, and shall offset the monetary amount to be paid with the aforementioned remuneration
payment obligation held by eligible Directors of the Company in accordance with the provisions ofArticle 246, Paragraph 2 of the Companies Act.
(4) Value of property to be invested upon the exercise of stock acquisition rights
The exercise price per share that can be awarded by exercising each stock acquisition right shall be
one yen, and the value of property to be invested when exercising each stock acquisition right shall bethis amount multiplied by the number of shares granted.
(5) Restrictions on the acquisition of stock acquisition rights by transfer
The acquisition of stock acquisition rights by transfer requires approval by resolution of the Boardof Directors.
(6) Period during which stock acquisition rights can be exercised
Holders of stock acquisition rights may exercise their stock acquisition rights within one (1) year of
losing their position as Director and executive officer of the Company and its subsidiaries. However,stock acquisition rights that have not been exercised within thirty (30) years from the day following
the allotment date cannot be exercised.

24

(7) Claw-back clauseIn the event of serious fraud or violation by a Director, said Director may be suspended fromexercising stock acquisition rights. The Company shall acquire any stock acquisition rights that havenot been exercised at no consideration.
(8) Other details, etc. of stock acquisition rights
Matters other than (1) to (7) shall be decided by the Board of Directors, which determines theguidelines, etc. for offering stock acquisition rights.

End

25

Information on the Internet Livestream of the General Meeting of Shareholders
The Company will livestream the General Meeting of Shareholders on the Internet on the day of the Meetingso that shareholders can listen to the Meeting even from their own homes.
Please note that although video of the Meeting will only show the vicinity of the Chairperson and Officers’
seats in consideration of the privacy of attending shareholders, some shareholders may be unavoidablyreflected on the screen.

[Important Notes Regarding Participation Via the Internet]POST nder the Companies Act, viewing a livestream via the Internet is not
Urecognized as attendance at a General Meeting of Shareholders.
Therefore, when participating in the Meeting via the Internet, it is not possible to ask questions, exercise voting
rights, or propose motions, all of which are permitted of shareholders at a General Meeting of Shareholders.
When exercising your voting rights, please make note of the deadline for exercising voting rights and either post
your Voting Rights Exercise Form or vote via the Internet, which is separately provided for.
 lease note that there may be visual or audio malfunctions depending on your computer environment (model,P
performance, etc.) and your Internet connection environment (line status, connection speed, etc.).
Communication charges, etc. for viewing shall be borne by each shareholder.

1 Livestream date and time

Wednesday June 23, 2021 - 10:00 a.m. until the conclusion of the General Meeting of Shareholders* The livestream page will be available for viewing from around 9:30 a.m. on the day of the Meeting, 30 minutes
before the start.
* Live streaming may not be possible in the event of a natural disaster or the spread of the novel coronavirus.
Updates on the availability and status of the livestream will be posted on the Company’s website.

2 How to view
URL for viewing
on the day

https://www.virtual-sr.jp/users/senshuikeda-hd2021/login.aspx

Please have your “Shareholder number” required for the shareholder authentication screen (login screen)
ready before accessing the URL. (Please have it ready prior to posting your Voting Rights Exercise Form.)(1) Shareholder ID: “Shareholder number” stated on the Voting Rights Exercise Form or on dividend-related documents(2) Password: The “zip code” for the address registered on the Shareholder Registry (as of March 31)
Only shareholders may participate in the General Meeting of Shareholders held via the Internet, and we
respectfully request shareholders to refrain from using proxies for the purpose of participation. Please takeadvantage of the opportunity to test the viewing environment at the above URL prior to the start of the Meeting.

Call Center opening hours and contact phone numbers[Inquiries regarding ID/Password]
Mitsubishi UFJ Trust and Banking Corporation
June 23, 2021 (date of the General Meeting of Shareholders)
From 9:00 a.m. until the conclusion of the General Meeting of Shareholders
Tel: 0120-191-060

Initiatives regarding the Company’s Corporate Governance 

1

1 Basic concept regarding corporate governance
The Company is a holding company with subsidiaries such as the Senshu Ikeda Bank, which upholds theManagement Principle of striving to become a financial group that “endear ourselves to the regional
community” by providing services tailored to customers’ needs, while valuing “broad networks ofrelationships” and “an enterprising spirit.” In order to ensure sustainable growth and the medium- to longterm enhancement of corporate value, the Company is engaged in initiatives to develop its corporate
governance in line with the following basic principles.
(1) We respect the rights of our shareholders and strive to ensure their quality.
(2) We consider the interests of stakeholders and strive to ensure appropriate cooperation.
(3) We disclose corporate information in an appropriate manner and strive to ensure the transparency ofsuch information.
(4) The Board of Directors and the Audit & Supervisory Board strive to enhance the effectiveness of theirsupervision and audits of the execution of business in line with their fiduciary responsibilities for ourshareholders.
(5) We strive to engage in constructive dialogue with our shareholders in order to contribute tosustainable growth and the medium- to long-term enhancement of corporate value.

2 The Board of Directors and the Audit & Supervisory Board
The Company has formulated the following basic policy with regard to the policy for nominating candidates
for Directors and Audit & Supervisory Board Members of the Company<Basic policy for nominating candidates for Directors>
In accordance with its management philosophy, the Company nominates candidates for Directors based on
their potential to contribute to the Company’s sustainable growth and enhancement of medium- to longterm corporate value.
While the Company is required to have a certain number of Board members who are well versed in the
Company’s operations and its challenges, the diversity of expertise, experience and capability of the Board
members must be secured in order to ensure its independence and objectivity. From this perspective, it is
the Company’s basic policy to nominate individuals with thorough knowledge of the Company’s operations
and challenges as candidates for management executives and other executive director positions, andindividuals with a wide range of insights and background as candidates for Outside Directors.

<Basic policy for nominating
candidates for Audit & Supervisory
Board Members>
The Company appoints as candidates for Audit& Supervisory Board Members (including
Outside Audit & Supervisory Board Members)
persons who can be expected to ensure
independence from business executors andestablish an excellent corporate governancesystem that is compatible with the sustainablegrowth and social credibility of the Company.

Internal Directors

Outside Directors

Including 1 female

Ratio of
Outside Directors

5

4

44.4%

Composition of the Board of
Directors following approval of Proposal No. 2

3 Concept regarding the Company’s cross-shareholdings(1) The Company has established the following basic policy regarding cross-shareholdings.
Since the bank merger in 2010, the Company has reduced cross-shareholdings with the aim of reducing
the risk of shareholding.
Going forward, we will continue to reduce cross-shareholdings. The reduction of cross-shareholdings willcontinue on the assumption of sufficient dialogue with our business partners after comprehensively
considering matters such as the risk of shareholding and the efficiency of capital.
However, the Company may hold limited shares if this contributes to the medium- to long-term
enhancement of the corporate value of the Group and investees or if this is deemed necessary for thecreation of “regional communities” and for the revitalization of regional communities.
(2) Policy for FY2021 cross-shareholdings
The Company will continue to reduce cross-shareholdings with the aim of reducing the ratio of the fiscal
year-end book value of cross-shareholdings to less than 10% of consolidated net assets.
(3) Holding status of cross-shareholdings since 2010 (year of bank merger)

Balance of cross-shareholdings and HD consolidated net asset ratio(¥ billion)
80.0
60.0

69.9

40.1%

50.0

71.2

71.9

28.6%

40.0

50.3
32.4

20.2%
35.1

20.0

13.7%

27.9

21.4

24.5

10.6%

18.8

26.2

10.6%

17.8

0.0

0
March 2010

March 2017

(1) Balance sheet amountMarch 2018

March 2019(2) Acquisition cost

March 2020

March 2021

HD consolidated net asset ratio((1)/ HD consolidated net asset)

Initiatives regarding the Company’s Corporate Governance 

2

1 Policy for Determining Remuneration for Officers
The Company has established a policy for determining remuneration for individual officers, and plans to
introduce it from the end of the Meeting, provided that necessary resolution to be passed at the Meeting.
Please refer to P. 48 of the Notice for further details.

2 Remuneration for Officers in the 13th Fiscal Year (FY2021)
Under the policy for determination set above, details of remuneration for officers in the 13th fiscal year are as
follows.
For officers who concurrently serve for The Senshu Ikeda Bank, Ltd., the number includes the amount paidby the Bank.
1. Overview of Remuneration
The remuneration for officers consists of basic remuneration, performance-linked remuneration, and stock
options.
Total remuneration (million yen)
President

35.52～47.52

Chairman

30.12～37.62

Director and Senior Managing
Executive Officer

22.20～27.60

Senior Managing
Executive Officer

19.80～25.20

Managing
Executive Officer

17.16～20.76

Executive Officer

16.32～18.57

Basic remuneration

Performance-linked remuneration

Stock options

2. Basic remuneration
The amount of basic remuneration shall be determined according to position and responsibilities, etc.

3. Performance-linked remuneration
Performance indicators in the 13th fiscal year are as follows and performance-linked remuneration shallfluctuate in accordance with the achievement rate. If the achievement rate falls short of the set range, theamount of lower limit of the predetermined performance-linked remuneration shall be paid, and if theachievement rate exceeds the set range, the upper limit amount shall be paid. The targets of eachindicators shall be determined by the Board of Directors.
Item
Profitability indicator
Future potential indicator
Soundness indicator

Performance indicator
Bank non-consolidated core business net income (excluding gains andlosses on investment trust cancellation)
Number of solutions
Holding company consolidated capital adequacy ratio

Provided, however, that the performance-linked remuneration will not be paid, in case the performanceindicators set shown below fall short of a fixed value determined by the Board of Directors.
Net profit attributable to shareholders of the parent company (Share Consolidation)
Profit attributable to owners of the parent (consolidated HD)

For Directors other than the President and Chairman, a certain ratio of the performance-linked
remuneration shall be determined by qualitative evaluation according to the performance status of eachindividual. The Board of Directors shall establish evaluation criteria for the performance status, and shalldelegate the evaluation of each individual based on these criteria to the President.
4. Non-monetary remuneration
The class of shares for the purpose of stock acquisition rights, which will be granted as stock options,shall be common stock of the Company, and the number of shares for the purpose of each stockacquisition right shall be 100.
The amount equivalent to the amount to be paid for stock acquisition rights shall be determined based on
position, responsibilities and share price, etc.
Such amount will be divided by the fair price of the stock acquisition rights calculated by a fair calculation
method such as the Black-Scholes model, and such number divided by 100 shall be the number of stockacquisition rights shall be the number.
In regards to stock options, a clawback clause, whereby in the event that there is deemed to be illegal or
improper execution of duties, acts that violate the duty of due care or duty of loyalty of a prudent
manager, or acts equivalent thereto, the Company may, without consideration, acquire all the stockacquisition rights held by the holder of said stock acquisition rights, limited to those granted as nonmonetary remuneration of the Company, shall be established.

The Fifth Medium-Term Business Plan

Summary of the Fourth Medium-Term Business Plan
Main Measures in the Fourth
Medium-Term Business Plan

Strengthening
our businessstructure

Positioning the three years from 2018 to 2020 as a“period for strengthening our business structure,”
we will implement structural innovations withoutbounds in order for the Bank to generate stableprofits in its main business while significantly
curtailing securities management.

Results of the Fourth
Medium-Term Business PlanThrough the disposal of securities and drastic cost
reductions, we achieved the intended objectives of
the Fourth Medium-Term Business Plan and posted
profit in our main business. In FY2020, our main
business profit continued to increase, despite theimpact from COVID-19.

1st Arrow<B/S-related issues>

BK expenses (¥ billion)

Thorough disposition of unrealized loss Completed in FY2018
on securities→ Posted net unrealized gain on securities
FY2017FY2018FY2019FY2020Net investment

(117)

+5

+17

+50

Yen bonds

+3

+10

(1)

(0)

Foreign bonds

(34)

(2)

—

(3)

REIT

+8

+33

+36

+45

Investment trust

(95)

(36)

(17)

+9

Performance

(11%)

46.3
42.7

41.7

40.9

FY2017FY2018FY2019FY2020

Actual result

Actual result

Actual result

Actual result

During the Fourth Medium-TermBusiness Plan

2nd Arrow<P/L-related issues>

Revisions to branch management Completed in FY2019• Complete transition to branch-in-branch
and introduce area system→ Implement branch-in-branch at 21 branches/
Restructure 117 bases into 61 areas• Improve efficiency of sales office functions→S witch to tablets for 75% of teller services→ Expand centralization of branch
operations to operating centers

3rd Arrow
Become a financial institution Announced in May 2020
that is useful in the region through thoroughsolutions businessLooking ahead 10 years, we have formulated“Vision ‘25” as our future image toward 2025,
the year of great growth for Osaka and theKansai region

BK main business profit(Profit on service business for customers) (¥ billion)

3.9

4.5

5.2

(0.6)
FY2017FY2018FY2019FY2020

Actual result

Actual result

Actual result

Actual result

During the Fourth Medium-TermBusiness Plan

Toward Vision ’25 — (1)In May 2020, the 10-year anniversary of the merger, the Group formulated Vision ’25, the Group’s
vision for 2025, which will be a year of great growth of the Osaka-Kansai Japan Expo 2025.
Following the completion of the period of strengthening our business structure under the Fourth
Medium-Term Business Plan, we aim to realize our growth strategy with a view to 2025 under theFifth Medium-Term Business Plan.
10th anniversaryof merger in
May 2020

2018

2020

Fourth Medium-TermBusiness Plan

1st Arrow
Completed

2nd Arrow
Completed

Osaka-Kansai
Japan Expo 2025 SDGs

2021

2023

Vision ’25

Fifth Medium-TermBusiness Plan

3rd Arrow

Realization of
Vision ‘25

2025

2030

Period of strengthening business structureManagement
Principle

Senshu Ikeda Holdings, Inc. supports theSustainable Development Goals (SDGs)

Strive to become a financial group that “endear ourselves to the regional
community” by providing services tailored to customers’ needs, while valuing“broad networks of relationships” and “an enterprising spirit.”
Vision’25<Basic Policy>

We contribute to build a future society where everyone can be active, byoffering absolute solutions to our regional customers and developing ourpotential ability.
1. Offer the most suitable solutions exactly from customers’ point ofview through the various issues of customers.

Customers

2. Create a workplace where employees can be active in diverse fields
by meeting customers’ trust.

Employees

3. Contribute to realize a sustainable development of the regional
communities and reliable and fulfilling life of regional customers
through our business activities.

Regional
communities

Toward Vision ’25 — (2)Expand the balance sheet of potentials towards the realization of Vision ‘25<Operational side> Prosperous business areas, opportunities as an international city, solutions that the Group can provide<Procurement side> Alliances necessary to provide solutions (own capital), human resources at the core of alliances

Balance sheet of potentials
Advantages

Alliances

Prosperous business areas

Market (Economic scale, Gateway to Asia)
Innovation (Land accumulation and number of
openings of universities and research institutes)
Aged wealthy people, SMEs in various industries

Growth opportunities
Umekita Second
Phase (2024 -)Osaka-Kansai Japan
Expo 2025

Open collaborations
Cast off closed“Samurai”
innovation(professional)
industries
Industry,
academia,
government Media
Mass
communications
Different
industries

Businesscompanies

Venturestartups

Municipalities

Financial
institutions

Research
institutions
Universities

Resources

Services, products•E mployment support, business succession, M&A support,others•S
 enshu Ikeda Tokai Tokyo Securities, Shizen Soken, etc.

Diverse human resourcesHigh added value
Strategic partners

Expand the balance sheet of potentials by utilizing various networks and training human resources

high-quality solutions“The Growth S”, a bold challenge to a changing future society
Speed – ability ,to achieve
breakthroughs

Small Success– starting fromsmall successes,

Solution ,– problem
solving

Support –accompaniment,

Suitability,– appropriate
suggestions

Sustainability– seekingsustainability

Thorough solutions

Aging of managers
Mobility and polarization ofhuman resources
Response to new normal
DX, globalization

Regions

Asset life extension
Sound asset formation
Response to dementia andnursing care
Response to smooth successionof assets

Corporations

Individuals

Future social needs and customer needs
Initiatives for SDGs and ESG
Creation of innovation
Regional revitalization through the Expo
Declining birthrate, aging population,
urban development, etc.
Created regional issues

Realization of Vision ’25 (= Fifth Medium-Term Business Plan)Fifth Medium-Term Business Plan – Outline
Fifth Medium-Term Business Plan (FY2021 – FY2023)
Priority strategies(growth strategy, productivity improvements)

Targets for FY2023 (increase/decrease on FY2020)

1. Build and provide a thoroughsolution business• Senshu Ikeda HD Group’s integrated
solution provision structure <establishmentof 5 departments>

Consolidated HD¥7.0 billion

Profit *(up approx. ¥2.0 billion)• Strengthen the functions of the holdinggroup

Low 3%-plus

ROE

2. Thorough customer-oriented
principles
3. Establish a system to support
the Fifth Medium-Term BusinessPlan• Improve customer convenience and further
streamline operations/Respond to
COVID-19

4. Human resource strategy• Human resource strategy/bank personnel
and solution human resource plan

5. Capital and dividend policy
6. Sustainable management* Profit: Profit attributable to owners of the parent(up approx. 1%)
Capitaladequacyratio

Mid 11%(up approx. 2%)

BK Non-consolidatedCorebusiness
net income¥11.5 billion(up approx. ¥2 billion)Main
business
profit¥7 billion(up approx. ¥2 billion)

Core OHR

78.5%-plus(down approx. 3%)

Sustainability Declaration

The Senshu Ikeda Holdings Group supports
the Sustainable Development Goals (SDGs).

The Senshu Ikeda Holdings Group contributes to the realization ofsustainable local communities and is working to achieve its own
sustainable growth by solving local issues through business activities
utilizing a wide range of partnerships, based on our management
philosophy.

Contributing to regional revitalization through thorough solutions
Specific initiatives● Providing heartfelt solutions● Formation, utilization, management and succession ofCommunity

assets utilizing alliances inside and outside the Group● Connected solutions starting from businessfeasibility evaluations● Promoting innovation through support for venture

capital and startups● Building a regional ecosystem through industry/

government/academia collaboration in readiness for
the Osaka-Kansai Japan Expo 2025

 esponding to environmental issues through our core financial
R
services businessEnvironmentally friendly business activities
Environment

Specific initiatives● Contributing to solving environmental issues byfinancing renewable energy, etc.

● Providing financial products, including housing

loans, in response to the threat of natural disasters● Environmentally friendly business activities, including

the conversion to LED lighting

 roviding communities and customers with solutions to social issues
PPromoting diversity and inclusion
Specific initiatives

Human resources● Providing social solutions to manager and succession

issues● Promoting the advancement of diverse humanresources and women within the Group● Expanding areas of advancement for seniors● Initiatives to improve the health of employees(health management)

Corporate Governance (Ensuring a strong and transparent governance system) (G)Please see our website for details of the Fifth Medium-Term Management Plan
https://www.senshuikeda-hd.co.jp/ir/e-koukoku/ir_presentation/index.html